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GUIDELINES FOR BOARD MEMBERSHIP April 26, 2005
The Board of Directors shall be composed of a majority of “independent” directors as defined by NASDAQ Rule 4200. It shall also include the CEO and other senior Company executives as determined by the Board. Collectively the Board should represent a diversity of perspectives, skills and business experience relevant to the Company’s global operations including international business, manufacturing, financial services and aftermarket customer programs.
The Nominating and Governance Committee (the “Committee”) considers the names of candidates submitted by management and members of the Board of Directors. It also considers recommendations by stockholders submitted in writing to the chairman of the Nominating and Governance Committee at P.O. Box 1518, 11th Floor, Bellevue, WA 98009. The Committee may also engage the services of a private search firm from time to time to assist in identifying and screening director candidates.
To be a qualified director candidate, a person must have achieved significant success in business, education or public service, must not have a conflict of interest and must be committed to representing the long-term interests of the stockholders. In addition the candidate must have the following attributes:
Evaluation ProcessThe Committee (and the Board) shall evaluate qualified candidates by assessing their background against these Guidelines. The Committee shall receive and review written biographies, conduct background investigations as appropriate, conduct personal interviews and collect additional information as they deem appropriate. The Committee shall select nominee(s) and recommend them to the independent members of the Board for approval.